Loans Payable | 13. Loans Payable On June 16, 2022, the Company signed a Facilities Agreement with Close Leasing Limited, for a total of £28.25 million ($34.90 million) for the Richborough project. The Facilities Agreement, governed by English law, is secured by debentures containing fixed and floating charges entered into by one of the Company’s subsidiaries, Richborough Energy Park Limited and its immediate parent Pacific Green Battery Energy Parks 1 Limited, as well as a debt service reserve guarantee entered into by the Company. The Facilities Agreement comprises a development facility at 4.5% above bank base rate until December 31, 2023 at which point it will be reclassified as a 5-year term loan on a 10-year amortization profile, until maturity on December 31, 2028. The term loan will bear interest at 4.5% above bank base rate for 20% of the balance, and a fixed rate of 7.173% for the 5-year period on the remaining 80% of the balance. There is also a revolving credit facility of up to £1.19 million ($1.47 million) available until March 31, 2024. The loan was disposed along with Richborough Energy Park Limited on June 26, 2023. On November 5, 2022, the Company signed an unsecured Loan Agreement with a related party, Alexander Group & Co. Pty Ltd, for a total of $123,690 (£100,000) to partially fund the acquisition of Sheaf Energy Ltd. This constitutes a loan facility bearing interest at 20% per annum until the repayment date of February 4, 2023. On February 7, 2023, the original agreement was extended to August 31, 2023. Upon repayment of the loan, a minimum repayment fee of 20% will be due and payable. At March 31, 2023, repayment fee accrued of $12,162 (£9,833). The loan principal and repayment fee were paid in full on June 20, 2023. On November 5, 2022, the Company signed an unsecured Loan Agreement with Cherryoak Investments Pty Ltd, for a total of $123,690 (£100,000) to partially fund the acquisition of Sheaf Energy Ltd. This constitutes a loan facility bearing interest at 20% per annum until the repayment date of February 3, 2023, after which point interest shall accrue at a rate 2% above the Bank of England base rate. Upon repayment of the loan, a minimum repayment fee of 20% will be due and payable. The loan principal and repayment fee were paid in full on February 2, 2023. On November 5, 2022, the Company signed an unsecured Loan Agreement with a related party, D&L Milne Pty Ltd, for a total of $123,690 (£100,000) to partially fund the acquisition of Sheaf Energy Ltd. This constitutes a loan facility bearing interest at 20% per annum until the repayment date of February 4, 2023. On February 7, 2023, the original agreement was extended to August 31, 2023. Upon repayment of the loan, a minimum repayment fee of 20% will be due and payable. At March 31, 2023, repayment fee accrued of $12,162 (£9,833). The loan principal and repayment fee were paid in full on June 20, 2023. On November 5, 2022, the Company signed an unsecured Loan Agreement with a related party, Gerstle Consulting Pty Ltd, for a total of $123,690 (£100,000) to partially fund the acquisition of Sheaf Energy Ltd. This constitutes a loan facility bearing interest at 20% per annum until the repayment date of February 4, 2023. On February 7, 2023, the original agreement was extended to August 31, 2023. Upon repayment of the loan, a minimum repayment fee of 20% will be due and payable. At March 31, 2023, repayment fee accrued of $12,162 (£9,833). The loan principal and repayment fee were paid in full on June 20, 2023. On November 7, 2022, the Company signed an unsecured Loan Agreement with a related party, Wahnarn 2 Pty Ltd, for a total of $123,690 (£100,000) to partially fund the acquisition of Sheaf Energy Ltd. This constitutes a loan facility bearing interest at 20% per annum until the repayment date of February 4, 2023. On February 7, 2023, the original agreement was extended to August 31, 2023. Upon repayment of the loan, a minimum repayment fee of 20% will be due and payable. At March 31, 2023, repayment fee accrued of $12,077 (£9,764). The loan principal and repayment fee were paid in full on June 20, 2023. On November 8, 2022, the Company signed an unsecured Loan Agreement with a related party, Distributed Generation LLC, for a total of $226,000 (£182,714) to partially fund the acquisition of Sheaf Energy Ltd. This constitutes a loan facility bearing interest at 20% per annum until the repayment date of February 7, 2023. On February 7, 2023, the original agreement was extended to August 31, 2023. Upon repayment of the loan, a minimum repayment fee of 20% will be due and payable. At March 31, 2023, repayment fee accrued of $22,338 (£18,060). The loan principal and repayment fee were paid in full on June 21, 2023. On December 15, 2022, the Company signed a Loan Agreement with Sheaf Storage Limited, for a total of $9,261,789 (£7,500,000) for the acquisition of Sheaf Energy Ltd. The loan is secured on a share pledge over the entire share capital of Sheaf Energy Limited. This constitutes a loan facility bearing no interest until the repayment date of September 15, 2023, at which point interest accrues at 22%. Upon repayment of the loan, a minimum repayment fee of 20% will be due and payable. Upon the sale of Sheaf Energy Ltd, the lender (Sheaf Storage Limited) is entitled to 8% of the net equity proceeds received by the Company. The Company entered into five separate loan agreements under English law with five independent third party lenders: $803,985 (£650,000), $309,225 (£250,000), $247,380 (£200,000) and $154,612 (£125,000) each dated March 9, 2023 and $123,690 (£100,000) dated March 28, 2023. The loans are identical, except for the lenders’ names and date of Agreement. The loans do not bear interest but instead have a “Repayment Fee” being 20% of the loan principal. The Repayment Fee is payable in full at the point the loan principal is repaid. The “Longstop Date” is defined as October 31, 2023 though should the Company enter into a Liquidity Event yielding at least $6.2 million (£5 million) before then, the loans are repayable in full at that earlier date. Upon repayment of the loan(s) the lender(s) can elect to convert 50% of the amount repaid to the equivalent value of ordinary shares in the Company at the Repayment Conversion Strike Price (defined as the Company’s average share price on the 10 business days before and after the Repayment Date). Should the Company default on the loan(s) the lender(s) can elect to convert up to 100% of the amounts outstanding to the equivalent value of ordinary shares in the Company at the Default Conversion Strike Price (defined as 0.7 x the Company’s average share price on the 10 business days before and after the Event of Default). The loan principal and repayment fee for all five loans were paid in full on June 21, 2023. June 30, March 31, Loans payable (*) – 1,667,484 Related Party Loan – 791,662 Balance, end of period – 2,459,146 (*) The amount related to loans payable is the balance after $10.6 million has been reallocated to Assets held for Sale (see Note 4). |